Cause

Cause. The occurrence of any of the following events by the Executive: (i) commission of any felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof; (ii) attempted commission of, or participation in, a fraud or act of dishonesty against the Company, or any of its employees or directors; (iii) intentional, material violation of any contract or agreement between the Executive and the Company, the Company's employment policies, or of... any statutory or other duty owed to the Company, (iv) unauthorized use or disclosure of the Company's confidential information or trade secrets; or (v) gross misconduct. The determination that the Executive's Termination of Employment is either for Cause or without Cause will be made by the Company (or, if the Executive is subject to Section 16 of the Exchange Act, the Compensation Committee), in its sole discretion. Any determination by the Company that the Executive's Termination of Employment was with or without Cause for the purposes of this Agreement will have no effect upon any determination of the rights or obligations of the Company or the Executive for any other purpose. Notwithstanding anything in this Agreement to the contrary, the Company (or Compensation Committee, as applicable) may deem a Termination of Employment to be for Cause if, after such termination (regardless of how originally designated), it discovers facts, circumstances or omissions that would constitute Cause if the Executive were still employed. View More

Cause. A finding by the Board that the Executive: (1) materially and willfully breached this Agreement, provided that, the Executive was given prior written notice of such alleged breach and was granted a reasonable opportunity of not less than fifteen (15) days to substantially cure any such breach (if substantially curable); (2) materially and willfully breached a material term or condition of any other agreements to which he is bound as per this Agreement, provided that, the Executive was given... prior written notice of such alleged breach and was granted a reasonable opportunity of not less than fifteen (15) days to substantially cure any such breach (if substantially curable); (3) engaged in gross and willful misconduct, fraud or embezzlement in his job duties (other than good faith immaterial expense account disputes), provided that the Executive was given prior written notice of such alleged conduct and was granted a reasonable opportunity of not less than fifteen (15) days to substantially cure any such conduct (if substantially curable); (4) was convicted of, or pleaded guilty to a felony crime (other than a traffic offense that does not cause serious bodily injury to another person), or (5) violated the Company’s written policies with respect to insider trading, anti-corruption, discrimination or harassment, provided that the Executive was given prior written notice of such alleged conduct and was granted a reasonable opportunity of not less than fifteen (15) days to substantially cure any such conduct (if substantially curable). The foregoing notwithstanding, Company may not terminate the Executive’s employment for Cause unless: (a) a determination that Cause exists is made and approved by three-quarters (3/4) of Company’s Board (excluding the Executive), (b) the Executive is given at least 15 days prior written notice of the Board meeting called to make such determination, and (c) the Executive and his legal counsel are given the opportunity to provide materials and address such meeting prior to a vote of the Board. The foregoing shall not limit the right of the Company to suspend the Executive from his day-to-day responsibilities with the Company pending the completion of such notice and cure procedures. View More

Cause. (i) your indictment, conviction of or plea of nolo contendere to a felony or any other crime involving deceit, dishonesty, fraud or moral turpitude; (ii) your engaging in conduct which brings, or if publicly known would bring, the Company, and/or its subsidiaries or Affiliates into public disrepute or disgrace and which the Board believes has had or will have a detrimental effect on the Company’s and/or any of its subsidiaries’ or Affiliates’ reputation or business; (iii) your engaging in an... act of gross negligence or willful misconduct in the performance of your employment obligations and duties, and/or your violation of the Company’s corporate ethics policies, in any such case that has had or will have a material adverse effect on the Company’s and/or any of its subsidiaries’ or Affiliate’s reputation or business; (iv) your making any false, disparaging or malicious statement, oral or written, about the Company and/or its subsidiaries or Affiliates or any director, officer or employee of the foregoing which is injurious to the business or operations of any of the Company and/or any of its subsidiaries or Affiliates, or which may in any material respect interfere with the goodwill of any of the Company and/or any of its subsidiaries or Affiliates or its relations with customers or suppliers; (v) your committing an act of embezzlement of or fraud against, or theft or misappropriation of property belonging to, the Company and/or any of its subsidiaries or Affiliates, or engaging in any intentional “kickback” scheme involving the Company’s and/or any of its subsidiaries’ of Affiliates’ vendors; or (vi) following thirty (30) days’ notice and opportunity to cure (to the extent curable) during such thirty (30) day period, you repeatedly fail to perform the material duties of your position as reasonably directed by the Company in writing (provided that mere poor job performance shall not be considered such failure). View More

Cause. Shall mean (i) Executive's commission of a crime involving moral turpitude, theft, fraud or deceit; (ii) Executive's conduct which brings Company or any Affiliate into public disgrace or disrepute and that is demonstrably and materially injurious to the business interest of Company or any Affiliate; (iii) the substantial or continued unwillingness of Executive to perform duties as reasonably directed by Executive's supervisors or the Board; (iv) Executive's gross negligence or deliberate... misconduct; or (v) any material breach by Executive of Paragraphs 5 or 6 of this Agreement, or Executive's Confidential Information and Intellectual Property Protection Agreement. View More

Cause. (i) Employee’s conviction of a felony other than a traffic violation; (ii) Employee’s commission of any act or acts of personal dishonesty intended to result in personal enrichment to Employee to the material detriment of the Company; (iii) a failure to perform assigned duties, provided that such failure has continued for more than ten (10) days after the Company or the Company’s Board of Directors has given written notice of such failure and of the Company’s intention to terminate Employee’s... employment because of such failure; (iv) any willful misconduct by Employee which materially affects the business reputation of the Company; (v) breach in any material respect by Employee of any provision of any employment, consulting, advisory, nondisclosure, non-competition, proprietary information, or other similar agreement between Employee and the Company; or (vi) Employee’s material violation of the Company’s code of conduct. View More

Cause. Means, in the context of a basis for removal of a Nominated Person, or of reasonable grounds to not nominate or appoint a Board Appointee to the Board, that: (i) such person materially breaches any obligation, duty, covenant or agreement under any employment agreement with Golden Matrix, which breach is not cured or corrected within thirty (30) days of written notice thereof from Golden Matrix (except for breaches which cannot be cured and for which Golden Matrix need not give any opportunity... to cure, or which involve gross negligence or willful misconduct); (ii) such person’s willful failure or refusal to perform or nonperformance of his/her duties required by any employment agreement with Golden Matrix or assigned by Golden Matrix through the Board, and without a reasonable, good faith basis for such person to do so; provided, however, that such person shall have first received written notice from Golden Matrix stating with specificity the nature of such failure and refusal and affording such person an opportunity, as soon as practicable, to adequately establish such reasonable, good faith basis in writing, with supporting evidence, within ten (10) days after written notice; (iii) any gross negligence or willful misconduct of such person with regard to Golden Matrix or any of its subsidiaries resulting in a material economic loss to Golden Matrix or material damage to Golden Matrix’s reputation or business relationships; (iv) such person commits any act of misappropriation of funds or embezzlement; (v) such person commits any act of fraud; (vi) such person is indicted or convicted of, or pleads guilty or nolo contendere with respect to, theft, fraud, a crime involving moral turpitude, or a felony under federal or applicable state law (unless, in the case of any of the above offenses, such person adequately establishes a reasonable basis in writing, with supporting evidence, within ten (10) days, that such offense does not cast reasonable doubt on such person’s ability to perform his/her duties going forward); (vii) such person commits a substantial violation of the written policies and procedures of Golden Matrix, which breach is not cured or corrected within thirty (30) days of written notice thereof from Golden Matrix (except for breaches which cannot be cured and for which Golden Matrix need not give any opportunity to cure, or which involve gross negligence or willful misconduct); (viii) such person is not able to perform his or her duties due to the material abuse of alcohol, illegal drugs, or controlled substances, which is not cured or corrected within thirty (30) days of written notice thereof from Golden Matrix; (ix) such person’s inability or failure to secure and/or maintain any license or permit required for such person to provide services to Golden Matrix, or Golden Matrix’s inability or failure to secure and/or maintain any license or permit required for Golden Matrix’s operations, due to Golden Matrix’s engagement of such person, or such person’s status as a member of the Board, in each case, by a governmental agency with jurisdiction over a material portion of Golden Matrix’s business, including any finding of unsuitability by a material regulator; or (x) such person was or has become mentally or physically incapacitated or disabled and thus cannot perform or is reasonably unlikely to be able to perform his/her duties for a period of sixty (60) consecutive days or ninety (90) non-consecutive days in any one-year period. Except as set forth in paragraphs (vi), all determinations of Cause shall be determined in the reasonable, good faith determination of the Board or the Seller Parties, as applicable. View More

Cause. Means that Executive has: (i) willfully breached or habitually neglected or breached the duties which the Executive was required to perform under the terms of this Agreement or the policies of the Bank or (ii) committed act(s) of dishonesty, theft, embezzlement, fraud, misrepresentation, or other act(s) of moral turpitude against the Bank, its subsidiaries or affiliates, its shareholders, or its employees or which adversely impact the interest of the Bank.

Cause. To terminate the Executive’s employment pursuant to Section 4(a)(iii) hereunder upon (i) the Executive’s conviction of, or plea of nolo contendere to, a felony or any crime involving moral turpitude, (ii) the Executive’s willful and material failure to follow the lawful directives of the Board (other than as a consequence of Disability), (iii) the Executive’s theft, fraud, misappropriation or embezzlement of Company funds or property, (iv) the Executive’s willful violation of the Company’s... written code of conduct, written personnel policies or other willful misconduct in connection with the performance of the Executive’s duties that in any case results in material injury to the Company, or (v) the Executive’s breach of this Agreement that results in material injury to the Company; provided, that any such event under sub-parts (ii), (iv) or (v) above shall not constitute Cause unless and until the Company shall have provided the Executive with written notice thereof no later than thirty (30) days following the initial occurrence of such act or omission and the Executive shall have failed to cure such act or omission within fifteen (15) days of receipt of such notice, and the Company shall have terminated the Executive’s employment with the Company promptly following the expiration of such remedial period. View More

Cause. With respect to any particular Service Provider, has the meaning set forth in any effective Award Agreement, employment agreement or other written contract of engagement entered into between the Company and such Service Provider, or if none, then "Cause" means any of the following: (a) a Service Provider's repeated failure to perform substantially his or her duties as an employee or other associate of the Company or any of the Company Subsidiaries (other than any such failure resulting from... his or her Disability) which failure, whether committed willfully or negligently, has continued unremedied for more than fifteen (15) days after the Company has provided written notice thereof; provided, that, a failure to meet financial performance expectations shall not, by itself, constitute a failure by the Service Provider to substantially perform his or her duties; (b) a Service Provider's fraud or embezzlement; (c) a Service Provider's material dishonesty or breach of fiduciary duty against the Company or any of the Company Subsidiaries; (d) a Service Provider's willful misconduct or gross negligence which is injurious to the Company or any of the Company Subsidiaries; (e) any conviction of, or the entering of a plea of guilty or nolo contendere to, a crime that constitutes a felony (or any state-law equivalent) or that involves moral turpitude, or any willful or material violation by such Service Provider of any federal, state or foreign securities laws; (f) any conviction of any other criminal act or act of material dishonesty, disloyalty or misconduct by such Service Provider that has a material adverse effect on the property, operations, business or reputation of the Company or any of the Company Subsidiaries; (g) the unlawful use (including being under the influence) or possession of illegal drugs by such Service Provider on the premises of the Company or any of the Company Subsidiaries while performing any duties or responsibilities with the Company or any of the Company Subsidiaries; (h) the material violation by a Service Provider of any rule or policy of the Company or any of the Company Subsidiaries; or (i) the material breach by a Service Provider of any covenant undertaken the LLC Agreement, any effective Award Agreement, employment agreement or any written non-disclosure, non-competition or non-solicitation covenant or agreement with the Company or any of the Company Subsidiaries. View More

Cause. Shall have the same meaning as the same or similar terms in any written employment agreement between the Participant and CHCT or Subsidiary. In the absence of such a written agreement, “Cause” shall mean involuntary termination of employment due to: (i) conviction of a crime of moral turpitude that adversely affects the reasonable business interests of CHCT, (ii) commission of an act of fraud, embezzlement, or material dishonesty against CHCT or any Subsidiary, or (iii) intentional neglect of... the responsibilities of employment, and such neglect remains uncorrected for more than 30 days following written notice from CHCT detailing the acts of neglect. View More